API Terms of Use

These Terms of Use (these “Terms”) constitute a legal agreement between the entity set forth on the registration page (“You”) and Charity Navigator, Inc. (“Charity Navigator”), a Delaware nonprofit corporation, with its principal place of business at 299 Market Street, Suite 250 Saddle Brook, NJ 07663, each a “Party” and together, the “Parties.”  This document specifies the terms pursuant to which You agree to (a) license Charity Navigator’s application programming interface and related information and documentation consisting of an automated XML web service (the “API”), and (b) access the Data Fields in the Charity Navigator Database.

Capitalized terms not otherwise defined herein have the meanings set forth in Section 11.

By clicking “I Agree,” or by otherwise manifesting assent to these Terms, You agree to be bound by these Terms.  If You do not agree to (or cannot comply with) all of these Terms, You may not access or use the API.

1. License Grant.

Subject to Your compliance with these Terms, Charity Navigator hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Term to:

(a)    access the GraphQL API and the Data Fields;

(b)    implement the API on the Licensee Site;

(c)    display charity information from the Charity Navigator Database on the Licensee Site for End Users to access such data without charge for their own personal non-commercial use;

(d)    cache ratings data received through the API solely to improve the speed and functionality of the Licensee Site and/or for another purpose approved by Charity Navigator; provided, however, that nothing in these Terms is intended to grant You any ownership rights to cached ratings data derived from the API; and

(e)    use and display the name and logo of Charity Navigator (the “Charity Navigator Trademarks”) on the Licensee Site.

2. Restrictions.

(a)    The number of search requests submitted by Your server(s) by means of the API (each, a “Call”) shall be limited to 1,000 per day.  Calls in excess of 1,000 per day will generate an error code.

(b)    You will not, and will not authorize or permit any third party, including without limitation, Your End Users, to make any use or disclosure of the API that is not expressly permitted under these Terms.  Without limiting the foregoing, You will not and will not authorize or permit any third party, including without limitation, Your End Users, to:  (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the API; (ii) modify, adapt, or create derivative works with respect to the API, or combine or merge any part of the API with or into any software or service; (iii) make any copies of the API, (iv) resell, distribute, or sublicense the API; (v) make the Charity Navigator Database available on a “service bureau” basis; (vi) remove or modify any proprietary markings or restrictive legends placed on the API; (vii) use the API in violation of any applicable law or regulation or for any purpose not specifically permitted in these Terms; (viii) introduce into the API any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (ix) interfere or attempt to interfere with the proper working of the API or any activities conducted on the Charity Navigator Database; (x) use the API, directly or indirectly, to create, implement, or enhance a product or service that is competitive with the Charity Navigator Database; or (xi) use the API in any manner that violates the rights of any person, including but not limited to intellectual property rights.

3. Ownership. 

(a)    You acknowledge that Charity Navigator owns and shall own all right, title, and interest in and to the API, including all source code, object code, operating instructions, and interfaces developed for or relating to the same, together with all data, modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the “Charity Navigator Intellectual Property”).  Charity Navigator represents and warrants that the use of the Charity Navigator Intellectual Property as contemplated under these Terms will not infringe, misappropriate, or violate the intellectual property rights of any third party. You will have no rights with respect to the Charity Navigator Intellectual Property other than those expressly granted under Section 1.  You shall have no right to (or to authorize or permit any third party, including without limitation, Your End Users) to develop, enhance, or modify the API, and to the extent You (or any third party on its behalf) does so, all right, title, and interest in and to such development, modification, or enhancement (including any intellectual property rights with respect thereto) shall be deemed to be included in the Charity Navigator Intellectual Property. 

(b)    Feedback.  You may, from time to time, provide Charity Navigator with feedback, comments, or suggestions with respect to the API (“Feedback”).  Charity Navigator shall have no obligation to maintain the confidentiality of the Feedback.  You hereby grant to Charity Navigator a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully-paid up license to use and exploit the Feedback for any purpose.

4. Branding; Data Attribution; Marketing. 

(a)    You shall comply with the attribution requirements, quality control, or brand guidelines issued by Charity Navigator from time to time (the “Attribution Requirements”).

(b)    You shall accord Charity Navigator the following technical credit on the Licensee Site with the format, size, and placement thereof to be no less favorable than any other technical credit on the Licensee Site: “Powered by Charity Navigator.”  

(c)    On each web page on the Licensee Site that contains Charity Navigator data or content, You agree to identify Charity Navigator as the source of such data. 

(d)    You shall abide by any requests by Charity Navigator with respect to Your use of the Charity Navigator Trademarks, and shall include the following attribution of Charity Navigator’s ownership of its trademarks, such attribution to be included adjacent to each use of the Charity Navigator data or content, as well within the credits notice section of Your product, product documentation, or other product communication: CHARITY NAVIGATOR and the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All rights reserved. Used with permission.

(e)    Charity Navigator shall be permitted to: (i) use Your name to identify You as a user of the API, and (ii) use Your name and logo in connection with Charity Navigator’s marketing and promotion activities with Your prior approval.

5. Fees.

No Fees shall be charged for access to the Data Fields as part of  a beta offering.

6. Term and Termination.

(a)    Term.  These Terms shall commence on the Effective Date and shall continue until terminated in accordance with Section 6(b) (the “Term”).

(b)    Termination.  These Terms and Your license to use the API may be terminated by Charity Navigator: (i) effective immediately, if You commit a material breach of these Terms which is not cured within ten (10) days after written notice is given by Charity Navigator; (ii) effective immediately, if You are liquidated or dissolved, or suffer the appointment of a receiver or trustee or make a general assignment for the benefit of Your creditors or institute or have instituted against You any proceedings under any law relating to bankruptcy or relief of debtors; or (iii) upon thirty (30) days’ written notice for any reason or no reason.

(c)    Effect of Termination. Upon the expiration or termination of these Terms: 

(i)     the license granted pursuant to Section 1 shall immediately terminate, and You will immediately cease use of the API;

(ii)    You shall promptly delete all documents, computer files, cached data, and other materials containing any Confidential Information that are in Your possession or control, except as otherwise required by applicable law or regulation.

(iii)   You will promptly pay Charity Navigator any Fees due and owing through the termination date. 

(d)    Survival.  Sections 3 and 7-12 of these Terms shall survive any expiration or termination of these Terms.

7. Confidentiality; Passwords. 

(a)    Confidential Information.  You acknowledge that You will have access to Confidential Information under these Terms.  You shall use the Confidential Information solely for carrying out Your obligations and exercising Your rights under these Terms and for no other purpose and shall restrict disclosure of Confidential Information to only those of Your employees or who have a need to know such information.  You shall use at least the same degree of care in safeguarding the Confidential Information as You use in safeguarding Your own confidential information, subject to a minimum standard of reasonable diligence and protection.  If You are required by applicable law, regulation, or legal process, or by request of a regulatory authority having jurisdiction over You, to disclose any Confidential Information, You will give Charity Navigator prompt notice, if legally permitted, of such requirement so that Charity Navigator may seek an appropriate protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained, or that Charity Navigator waives compliance with the provisions hereof, You shall furnish only that portion of the Confidential Information which You are advised by counsel is legally required to be disclosed, and shall use Your reasonable best efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.  You acknowledge and agree that, due to the unique nature of the Confidential Information, there can be no adequate remedy at law for breach of this Section 7, and that such breach would cause irreparable harm to Charity Navigator; therefore, in the event of a breach or threatened breach of this Section 7, Charity Navigator shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under these Terms.

(b)    Sign-In Name; Password; Unique Identifiers. Charity Navigator may require You to identify those individuals that You authorize to manage Your access to and use of the API (each a “Named User”).  Charity Navigator may require each Named User to create an account, which may include a unique sign-in name (“Sign-In Name”), password (“Password”), and certain additional information (“Unique Identifiers”) that will assist in authenticating a Named User’s identity. When creating the account, a Named User must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Named User. You are solely responsible for the confidentiality and use of Your Named Users’ Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Charity Navigator Site using one or more of them. You will promptly inform Charity Navigator of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. Charity Navigator reserves the right to delete or change a Named User’s Password, Sign-In Name, or Unique Identifier at any time and for any reason. Charity Navigator will not be liable for any loss or damage caused by any unauthorized use of Your Named Users’ accounts.

8. Representations; Warranties; Disclaimer.

(a)    You represent and warrant to Charity Navigator that You (i) have the full power and authority to enter into these Terms and perform Your obligations hereunder; (ii) the execution, performance and delivery of these Terms will not violate the provisions of any other agreement to which You are bound; and (iii) You will comply with all applicable laws, regulations and ordinances pertaining to these Terms and the activities referenced herein.

(b)    Changes to the API.  You acknowledge and agree that Charity Navigator may in its sole discretion from time to time without liability under these Terms (i) make additions to, deletions from, modifications to, or change the nature of the API; (ii) limit, modify, suspend or cease support of current or prior versions or releases of the API; or (iii) limit the number and/or frequency of API requests or suspend the use of the API in order to protect the operations or use of the API.

(c)    DISCLAIMERS; NO OTHER WARRANTIES.  YOU HEREBY ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE API AND ANY OTHER MATERIALS, DATA OR SERVICES PROVIDED TO YOU HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHARITY NAVIGATOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND SHALL HAVE NO LIABILITY TO YOU, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO SAME, AND CHARITY NAVIGATOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE.  TO THE EXTENT THAT CHARITY NAVIGATOR MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

9. Intellectual Property Infringement Indemnification. 

(a)    Subject to the limitations set forth in Section 9(c), Charity Navigator shall defend, hold harmless, and indemnify You and Your officers, directors, members, agents, employees, successors, and permitted assigns and any party claiming by or through any of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all damages, costs, and expenses (including reasonable outside attorneys’ fees) (collectively, “Losses”) to the extent that such Losses arise from a claim, suit, action or proceeding by a third party alleging that the API infringe any copyright, trademark, or patent, or misappropriate any trade secret (a “Third Party IP Claim”). 

(b)    Charity Navigator’s indemnification obligations under Section 9(a) are subject to the following requirements: (i) the Indemnified Party will provide Charity Navigator with prompt written notice of any Third Party IP Claim; (ii) the Indemnified Party will permit Charity Navigator to assume the defense of any Third Party IP Claim; (iii) the Indemnified Party will mitigate such damages, costs and expenses, as far as reasonably practicable; and (iv) the Indemnified Party will provide Charity Navigator with such reasonable assistance, as Charity Navigator may reasonably require in relation to any Third Party IP Claim and the defense or settlement thereof.

(c)    Exclusions.  Charity Navigator shall not be obligated to indemnify, defend, or hold harmless an Indemnified Party pursuant to Section 9(a) to the extent any such Third Party IP Claim arises from Your:  (i) unauthorized use, reproduction or distribution of the API; (ii) alteration or modification of the API without Charity Navigator’s prior, written consent; (iii) use of the API in combination with apparatus, hardware, software, or services not authorized by Charity Navigator; or (iv) use of the API in a manner that violates these Terms or applicable law or regulation.

(d)    Infringement Remedies. In the event that Charity Navigator reasonably determines that the API are likely to be the subject of a Third Party IP Claim, Charity Navigator shall have the right (but not the obligation), at its own expense and option, to: (i) modify or alter the API, so that the allegedly infringing API become non-infringing with the same or similar functionality; (ii) procure any rights necessary for the You to continue using the API; (iii) replace the allegedly infringing API with a non-infringing, substantially similar substitute; or (iv) if Charity Navigator reasonably determines that neither (i), (ii), nor (iii) can be achieved after the exercise of commercially reasonable efforts, terminate these Terms effective immediately.

(e)    THIS SECTION 9 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND CHARITY NAVIGATOR’S SOLE AND ENTIRE OBLIGATION AND LIABILITY, FOR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

10. Limitation of Liability.

EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 10: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY CLAIMING RIGHTS THROUGH SUCH OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THESE TERMS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B)  EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO CHARITY NAVIGATOR IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE LOSS.  NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (I) DAMAGES ARISING FROM YOUR FAILURE TO MAKE PROPERLY DUE PAYMENTS HEREUNDER; (II) LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; (III) YOUR USE OF THE API OR CHARITY NAVIGATOR DATABASE OUTSIDE THE SCOPE OF THE APPLICABLE LICENSE GRANTED PURSUANT TO THESE TERMS; (IV) LIABILITY RESULTING FROM YOUR BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR (V) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.

11. Definitions.

(a)    “Charity Navigator Database” means the searchable database of information that Charity Navigator has collected, compiled, and assembled about Section 501(c) organizations.

(b)    “Charity Navigator Site” means the website located at the URL http://www.charitynavigator.org, or such other URL designated by Charity Navigator from time to time, at which the Charity Navigator Database is accessible.

(c)    “Confidential Information” means non-public information disclosed by Charity Navigator to You in connection with these Terms.  Without limiting the generality of the foregoing, Confidential Information includes, without limitation, the API and the Charity Navigator Database.  Confidential Information does not include information that (i) enters the public domain through no fault of Yours, (ii) is communicated to You by a third party under no obligation of confidentiality; (iii) has been independently developed by You without reference or access to or use of any Confidential Information of Charity Navigator; or (iv) was within Your lawful possession prior to disclosure and had not been obtained either directly or indirectly from Charity Navigator.

(d)    “Effective Date” means the date You accepted these Terms.

(e)    “End User” means any end user of the Licensee Site who accesses the Charity Navigator Database through the Licensee Site.

(f)     “Fees” means the fees payable by You to Charity Navigator in consideration of these Terms.

(g)    “Data Fields” means the following data fields in the Charity Navigator Database.  All of theData Fields are available for all registered non-profit organizations, except as denoted by an asterisk:

·           Employer Identification Number (EIN)

·           Charity Name

·           Mission*

·           Organization website URL

·           Charity Navigator URL*

·           Category*

·           Cause*

·           Street Address

·           City

·           State

·           Zip

·           Country

·           Active Advisories

·           Encompass Score

·           Encompass Star Rating

·           Encompass Rating Publication Date

·           Encompass Rating ID

(h)    “Licensee Site” means the website operated by You with respect to which You intend to use the API.

12. Miscellaneous. 

(a)    Blue Pencil/Waiver.  If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.  The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

(b)    Force Majeure.  Neither Party shall be liable to the other Party for any failure to perform its obligations hereunder to the extent such failure results from any cause beyond its reasonable control.

(c)    Independent Contractor Status.  No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.

(d)    Assignment. These Terms are not assignable, transferable, or sub-licensable by either Party, except with the other Party’s prior written consent, except to a successor to all or substantially all of that Party’s assets or business (for which no consent of the other Party is required). 

(e)    Entire Agreement.  Both Parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms.  Any modification to these Terms must be in writing signed by both parties; provided, however, that Charity Navigator may modify these Terms at any time by posting such modification on the Charity Navigator Site, and any such modification shall go into effect thirty (30) days after it is so posted.  It is Your responsibility to check for such modifications on a regular basis. 

(f)     Representation of Authority.  The person agreeing to these Terms represents and warrants that he or she is duly authorized and has legal capacity to agree to these Terms. 

(g)    Governing Law.  These Terms shall be governed by and construed in accordance with the laws of the state of New Jersey without regard to the conflict of laws provisions thereof.  All claims or disputes arising out of or in connection with these Terms shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the state of New Jersey.  To that end, each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such courts, and waives any (i) objection it may have to any proceedings brought in any such court, (ii) claim that the proceedings have been brought in an inconvenient forum, and (iii) right to object (with respect to such proceedings) that such court does not have jurisdiction over such Party. 

Attribution Requirements
 

The Basics

Charity Navigator’s star rating system is our most visible and recognizable brand element. This guide outlines appropriate use to ensure our stars and other imagery are presented correctly. If you follow these guidelines, you do not need to contact us for additional permission.

When referencing Charity Navigator, please keep in mind that our website is located at www.charitynavigator.org and our official organization name is Charity Navigator. Below are correct ways to cite us:

Charity Navigator uses the following colors:
 

Mobile Apps

Attribution to Charity Navigator data must be displayed on a licensee’s mobile app according to the specifications below:

Logo. Charity Navigator will provide logos and star images for attribution.
 

• Logos and star images are available in web-ready .jpg, .gif. and .png formats. Should you require images of a different file size, type, or resolution, please email api@charitynavigator.org.

• Licensees may not stretch or skew logos or star images horizontally or vertically. Licensee may, however, resize logos or star images with proportional constraints.

• Charity Navigator prefers that the full-color version of the images are used. If the platform prefers a to use the provided knockout versions, they must ensure the image passess accessibility tests.

Text Requirements and Linkbacks. Each mobile app containing Charity Navigator data or content must cite Charity Navigator as the source. A linkback to a Charity Navigator web page is required wherever our data is used. For example: ' By Charity Navigator' includes a link to the charity's rating page. Alternatively, the Charity Navigator logo can be displayed with a link to the charity's rating page.

Trademark. CHARITY NAVIGATOR and the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All rights reserved. Used with permission. Attribution of Charity Navigator’s ownership of its trademarks within the credits notice section of your product, product documentation, or other product communication is required. This notice must only apply once.

Website

Attribution and links to Charity Navigator data must be displayed on the licensee’s website according to the specifications below:

Logo. Charity Navigator will provide logos and star images for attribution.
 

• Logos and star images are available in web-ready .jpg, .gif. and .png formats. Should You require images of a different file size, type, or resolution, please email api@charitynavigator.org.
• Licensees may not stretch or skew logos or star images horizontally or vertically. Licensee may, however, resize logos or star images with proportional constraints.

• Charity Navigator prefers that the full-color version of the images are used. If the platform prefers a to use the provided knockout (white) versions, they must ensure the image passess accessibility tests.

Text Requirements and Linkbacks. Each licensee web page that contains Charity Navigator data or content must cite Charity Navigator as the source and link to a Charity Navigator web page. Alternatively, the Charity Navigator logo must be displayed and link to www.charitynavigator.org.

Licensee must allow search engines to crawl the links pointing from their website to Charity Navigator. Links may not include the attribute rel="no follow". This rule applies to all links described below:

Correct: <a href="https://www.charitynavigator.org">Charity Navigator</a>
 

Incorrect: <a href="https://www.CharityNavigator.org" rel="nofollow">Charity Navigator</a>
 

When linking to Charity Navigator, avoid non-descriptive anchor text, such as "click here". Instead, use "Charity Navigator" or "charity ratings" or "charity information" as your anchor text.

Star rating images are required to link to the corresponding Charity Navigator rating page on the Charity Navigator website. When applicable, licensee will provide text links to rating profile pages on Charity Navigator using the charity name within the anchor text, for every charity name listed on their website. Here is a sample charity profile page on Charity Navigator's website. Here is the example HTML link from a Licensee Site:

<ahref="https://www.charitynavigator.org/ein/134141945">Michael J. Fox Foundation for Parkinson's Research</a>

Any of the following anchor text formats can be used within the link:
 

• Michael J. Fox Foundation for Parkinson's Research
• More information on Michael J. Fox Foundation for Parkinson's Research
• Complete Charity Navigator Rating for Michael J. Fox Foundation for Parkinson's Research

Trademark. CHARITY NAVIGATOR and the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All rights reserved. Used with permission. Attribution of Charity Navigator’s ownership of its trademarks within the credits notice section of your product, product documentation, or other product communication is required. This notice must only apply once.

Star Images for Ratings
 

Below are display and linking guidelines for using Charity Navigator star images. Please remember, our ratings may not be used in any other calculation or manipulated.